Xebec Announces Public Offering Of Units
Montreal, October 12, 2018 – Xebec Adsorption Inc. ("Xebec" or the "Company") (TSX.V:XBC) is pleased to announce that it has filed a preliminary short form prospectus in connection with a "best-efforts" marketed offering (the "Offering") of units of the Company (the "Units") for aggregate gross proceeds to the Company of up to CND$10 million. Each Unit will consist of one common share of the Company (a "Common Share") at an indicative price of $0.75 per Unit and one-half (0.5) of one common share purchase warrant (each whole common share purchase warrant, a "Warrant"). Each Warrant will entitle the holder thereof to purchase one Common Share, at a price of $1.05 per Common Share, for a period of 18 months from the Closing Date (hereinafter defined) of the Offering. The Offering is being led by Beacon Securities Limited ("Beacon"), on behalf of a syndicate of agents to be formed (collectively, the "Agents").
The Agents have the option to offer for sale up to an additional 15% of the aggregate number of Units, Common Shares, Warrants, or any combination thereof sold under and on the same terms as, the Offering at any time up to 30 days following the Closing Date of the Offering to cover over-allotments, if any, and for market stabilization purposes.
The Units will be offered by way of preliminary short form prospectus which has been filed with the securities regulatory authorities in each of the provinces of Canada, pursuant to National Instrument 44-101 – Short Form Prospectus Distributions.
The Company intends to use the net proceeds of the Offering to fund new project development initiatives in the renewable gas generation sector, potential merger and acquisition opportunities involving potential targets in industrial business segments, research and development, capital equipment and general corporate purposes.
The Offering will be priced in the context of the market conditions with the final terms of the Offering to be determined at the time of pricing following the marketing initiatives of the Company. The Offering is scheduled to close on or about October 26, 2018 (the "Closing Date"), and is subject to certain conditions including, but not limited to, the receipt of all necessary regulatory approvals including the approval of the TSX Venture Exchange.
The Company is also pleased to announce that it expects to have a positive cash flow from operating activities as of September 30, 2018. The Company will be providing a full update with respect to the third quarter results when it will release its financial results for such quarter in November.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in the United States or in any other jurisdiction in which such offer, solicitation or sale would be unlawful. The securities have not been registered under the U.S. Securities Act of 1933, as amended, and applicable U.S. state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements thereunder.
Xebec Adsorption Inc. is a global provider of gas generation, purification and filtration solutions for the industrial, energy and renewables marketplace. Its customers range from small to multinational corporations and governments looking to reduce their carbon footprints. Headquartered in Montreal (QC), Xebec designs, engineers and manufactures innovative and transformative products, and has more than 1,500 customers worldwide. With two manufacturing facilities in Montreal and Shanghai, as well as a sales and distribution network in North America, Europe, and Asia, Xebec trades on the TSX Venture Exchange under the symbol XBC. For additional information on the company, its products and services, visit Xebec at xebecinc.com.
For further information, please contact:
Chief Financial Officer
Xebec Adsorption Inc.
Caution Concerning Forward-Looking Statements
This news release contains forward-looking statements and forward-looking information (together, "forward-looking statements") within the meaning of applicable Canadian securities laws, respectively. Statements, other than statements of historical facts, may be forward-looking statements. Generally, forward-looking statements can be identified by the use of terminology such as "plans", "expects", "estimates", "intends", "anticipates", "believes" or variations of such words, or statements that certain actions, events or results "may", "could", "would", "might", "will be taken", "occur" or "be
achieved”, the negative of these terms and similar terminology although not all forward-looking statements contain these terms and phrases. Forward-looking statements involve risks, uncertainties and other factors that could cause actual results, performance, prospects and opportunities to differ materially from those expressed or implied by such forward-looking statements. These risks and uncertainties include, but are not limited to, the Company meeting all conditions for a timely closing of the Offering, including obtaining all required approvals and the risk factors set out in Xebec’s annual and/or quarterly management discussion and analysis and in its other public disclosure documents filed on SEDAR at www.sedar.com, as well as all assumptions regarding the foregoing. Although Xebec believes that the assumptions and factors used in preparing the forward-looking statements are reasonable, undue reliance should not be placed on these statements, which only apply as of the date of this news release, and no assurance can be given that such events will occur in the disclosed time frame or at all. Except where required by applicable law, Xebec disclaims any intention or obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this press release.